SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 29, 1999
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CTG Resources, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Connecticut 001-12859 061466463
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
100 Columbus Boulevard, Hartford, Connecticut 06144-1500
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 727-3010
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NA
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On June 29, 1999, CTG Resources, Inc., a Connecticut
corporation ("CTG"), announced that it has entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Energy
East Corporation, a New York corporation ("Energy East"), and a
wholly owned subsidiary of Energy East, Oak Merger Co. ("Oak"),
pursuant to which CTG will merge with and into Oak (the
"Merger"). As a result of the Merger, each outstanding share of
CTG's common stock will be converted into the right to receive
cash, Energy East common stock or a combination of cash and
Energy East common stock. A copy of the Merger Agreement has
been filed herewith as Exhibit 2.1 and is incorporated herein by
reference.
On June 30, 1999, CTG and Energy East issued a press release
relating to the Merger Agreement and the related transactions.
The press release has been filed herewith as Exhibit 99.2 and is
incorporated herein by reference.
In connection with entering into the Merger Agreement, CTG
amended its Rights Agreement. The Amendment to the Rights
Agreement, dated as of June 29, 1999, between CTG and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, has been filed
herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
Exhibit Description of Exhibit
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2.1 Agreement and Plan of Merger, dated as of June 29,
1999, by and among CTG Resources, Inc., Energy
East Corporation and Oak Merger Co.
4.1 Amendment to Rights Agreement, dated as of June
29, 1999, between CTG Resources, Inc. and
ChaseMellon Shareholder Services, L.L.C., as
Rights Agent
99.1 Exhibit Index
99.2 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 30, 1999 CTG Resources, Inc.
By: /s/ Arthur C. Marquardt
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Arthur C. Marquardt
Chairman, President and Chief
Executive Officer